new form 11-k ju^2820i7 · 2017. 7. 21. · novo nordisk inc. 401(k) savings plan...

17010605

UNITED STATES

URITIES AND EXCHANGE COMMISSION SECWashington, D.C. 20549 Ma'' Pr°cessing

Section

Form 11-K JU^2820I7Wash/'n9fon DC

(Mark one) 416

[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIESEXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to

Commission file number: 333-83724

A. Full title of the plan and the address of the plan, ifdifferent from that of the issuernamed below:

Novo Nordisk Inc. 401 (k) Savings Plan800 Scudders Mill Road

Plainsboro, New Jersey 08536

B. Name of issuer of securities held pursuant to the plan and the address of itsprincipal executive office:

Novo Nordisk A/S

Novo Alle

2880 BagsvaerdDenmark

NOVO NORDISK INC. 401(k) SAVINGS PLAN

December 31,2016 and 2015

Page

Report of Independent Registered Public Accounting Firm 1

Statements ofNet Assets Available for Benefits 2

Statements of Changes in Net Assets Available for Benefits 3

Notes to Financial Statements 4-14

Supplemental Information

Schedule H, Line 4i - Schedule of Assets (Held at End ofYear) as ofDecember 31,2016 15

Schedule H, Line 4a - Schedule of DelinquentParticipant Contributionsfor the Year Ended December 31,2016 16

Note: Other supplemental schedules required by Section 2520.103-10 of the Department of Labor's Rules andRegulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974havebeenomittedbecause they are not applicable to the Novo Nordisk Inc. 401(k) Savings Plan.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Administrator, Participantsand Beneficiariesof the Novo Nordisk Inc. 401(k)Savings Plan

We have audited the accompanying statements of netassets available for benefits of the Novo NordiskInc. 401{k) Savings Plan (the "Plan") as of December 31, 2016 and 2015, and the related statements ofchanges in net assets available for benefits for the years ended December 31, 2016 and 2015. Thefinancial statements are the responsibility of the Plan's management. Our responsibility is to express anopinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting OversightBoard (United States). Those standards require thatwe plan and perform theaudits toobtain reasonableassurance about whether the financial statements are free of material misstatement. The Plan is notrequired to have, nor were we engaged to perform, an audit of its Internal control over financial reporting.Our audits included consideration of internal control over financial reporting asa basis for designing auditprocedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion onthe effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no suchopinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements, assessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation. We believe that ouraudits provide a reasonable basis forouropinion.

In our opinion, the financial statements referred to above present fairly, in all material respects the netassets available for benefits of the Plan as of December 31, 2016 and 2015, and the changes in netassets available for benefits for the years ended December 31, 2016 and 2015, in conformity withaccounting principles generally accepted inthe United States of America.

The supplemental schedule of assets (held at end of year) as of December 31, 2016 and thesupplemental schedule of delinquent participant contributions for the year ended December 31, 2016have been subjected to audit procedures performed in conjunction with the audits of the Plan's financialstatements. The supplemental schedules are the responsibility of the Plan's management Our auditprocedures included determining whether the supplemental schedules reconcile to the financialstatements or the underlying accounting and other records, as applicable, and performing procedures totest the completeness and accuracy of the information presented in the supplemental schedules Informing our opinion on the supplemental schedules, we evaluated whether the supplemental schedulesincluding their form and content, are presented in conformity with U.S. Department of Labor's Rules andRegulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974In our opinion, the supplemental schedule of assets (held at end of year) as of December 31 2016 andthe supplemental schedule of delinquent participant contributions for the year ended December 31 2016are fairly stated, in all material respects, in relation tothefinancial statements as a whole.

/s/ EISNERAMPER LLP

Iselin, New JerseyJune 19,2017

NOVO NORDISK INC. 401(k) SAVINGS PLANStatements ofNet Assets Available for Benefits


Investments, at fair valueMutual funds

Common stock - Novo Nordisk A/S

Common collective trusts

Money market funds

Cash

Receivable for securities sold

Dividend withholding tax receivableNotes receivable from participants

Contributions receivable

EmployerParticipant

Net assets available for benefits

2016 2015

$ 614,842,954 $I 549,890,888

185,388,093 328,054,247

227,653,467 197,460,618

49,086,320 47,852,386

1,076,970,834 1,123,258,139

235,673 522,917

12,968 2,136,127

2,142,615 -

20,303,550 18,683,161

762,626 1,021,891

1,297,529 1,202,288

2,060,155 2,224,179

$ 1,101,725,795 $ 1,146,824,523

See accompanying notes to financial statements

NOVO NORDISK INC. 401(k) SAVINGS PLANStatements of Changes in Net Assets Available for Benefits

For the Years Ended December 31, 2016 and 2015

(Deductions)/additions to net assets attributed toInvestment (loss)/income

Net (depreciation)/appreciation in fair value ofinvestments

Dividends from Novo Nordisk A/S common stock

Other dividends

Interest

Interest income on notes receivable from participants

Contributions

ParticipantParticipant rolloversEmployer

Deductions from net assets attributed to

Benefits paid to participantsAdministrative expenses

Net (decrease) / increase

Net assets available for benefits, beginning of year

Net assets available for benefits, end of year

2016 2015

$ (68,704,779) $ 72,058,0087,935,631 4,064,406

17,747,474 24,462,361230,886 117,630

(42,790,788) 100,702,405

790,676 724,543

69,967,204 67,981,28411,136,116 10,116,97015,273,547 14,191,190

96,376,867 92,289,444

54,376,755 193,716,392

99,269,319 78,271,037206,164 207,431

99,475,483 78,478,468

(45,098,728) 115,237,924

1,146,824,523 1,031,586,599

$ 1,101,725,795 $ 1,146,824,523

See accompanying notes to financial statements

-3

NOVO NORDISK INC. 401(k) SAVINGS PLANNotes to Financial Statements


Note 1 - Description of PlanThe following description of the Novo Nordisk Inc. 401(k) Savings Plan (the "Plan") providesonly general information. Participants should refer to the Plan document, as amended, for amore complete description of the Plan's provisions.

General

The Plan is a participant-directed defined contribution plan which was established on January1, 1983. Companies participating in the Plan include Novo Nordisk Inc. ("NNI"), NovoNordisk Pharmaceutical Industries, Inc. ("NNPII"), NNE Pharmaplan, Inc. ("NNE"), NovoNordisk US Bio Production, Inc. ("NNUSBPI"), and Novo Nordisk Research CenterIndianapolis, Inc. ("NNRCII") (collectively the "Company"). Furthermore, NNI, the Plan'ssponsor, is a wholly-owned subsidiary of Novo Nordisk US Holdings, Inc., which in turn is awholly-owned subsidiary of Novo Nordisk A/S ("NNAS") which is the ultimate parentcompany in Denmark.

Eligible employees of the Company are covered by the Plan upon date of hire, except forresidents of Puerto Rico, interns, leased employees, temporary employees with less than oneyear of service and 1,000 hours, employees on assignment from NNAS who are coveredunder the NNAS pension plan, employees covered under a collective bargaining agreementand nonresident aliens without any U.S. source income (the "Plan participants"). The Plan issubject to the provisions of the Employee Retirement Income Security Act of 1974("ERISA"), as amended. NNI is the Plan's administrator and, under the terms of the Plan,NNI has delegated its administrative duties to a committee the members of which are themembers of the Retirement Committee appointed by the Board of Directors of NNI. TheRetirement Committee is in charge of the Plan's administration, oversight and governanceresponsibilities. Charles Schwab Trust Company, a division of Charles Schwab Bank, is thetrustee and custodian of the Plan.

The Plan, and the separate Novo Nordisk Puerto Rico 401 (k) Plan (the "PR Plan") which ismaintained by NNI for their employees in Puerto Rico, both offer stock of NNAS, whoseshares of American Depository Receipts ("ADR's") are publicly traded on the New YorkStock Exchange, as an investment option. In November 2008, NNAS filed a Post-EffectiveAmendment on Form S-8, which amended the Form S-8 originally filed to cover both thePlan and the PR Plan.

Participant Contributions

Participants may contribute up to 50% of their annual compensation on a before-tax basis and15% on an after-tax basis. In addition, participants may make rollover contributions fromotherqualified plans. Participants age50 or oldermay elect to make catch-up contributions tothe Plan. The maximum catch-up contribution in 2016 and 2015 is $6,000 per year. In noevent may the participant's before-tax and after-tax contributions exceed the statutorylimitations imposed by the Internal Revenue Code (the "Code").

All employees are automatically enrolled into the Plan and their compensation, as determinedunder the Plan, is automatically reduced by a designated percentage on a pre-tax basis, whichis deemed to be the participants' salary reduction contribution election. Effective July 2016the automatic contribution rate for employees automatically enrolled in the Plan wasincreased to 4% from 2% and is imposed unless the employee elects a different rate.

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Note 1 - Description of Plan (continued)Participants' salary deferral elections areautomatically increased by 1% each April 1st if suchcontributions are less than 6% of compensation. The purpose of this automatic increase issolely to encourage employees to save for their retirement. Participants can also opt out ofthis automatic escalation election at any time. Participants who opt out of the automaticescalation feature or contribute0% to the Plan arere-enrolled annually at the 4% contributionlevel, which continues to be subject to the automatic escalation feature on a go forward basisunless the Participant opts out each year.

Company ContributionsThe Company can make three different types of retirementcontributions: basic, matching anddiscretionary. The Company makes basic retirement contributions which represent 8% ofparticipants' eligible annual compensation for eligible employees of NNPII, NNE, andNNUSBPI. The basic 8% Company contribution for NNI and NNRCII employees are madeto the Novo Nordisk Inc. Money Purchase Plan, a separate qualified retirement plan. TheCompany makes matching contributions in cash for all eligible participants equal to 50% ofthe first 2% of the eligible participants' pre-tax or Roth 401(k) contributions as long as theeligible participants are contributing at least 2% of their eligible annual compensation.Additionally, the Company may elect to make discretionary profit sharing contributions. Nodiscretionary profit sharing contributions weremade by the Company to the Plan for the yearsended December 31, 2016 and 2015.

Participant AccountsParticipant accounts are credited with their contributions including earnings, and allocationsof Company contributions and related earnings. An allocation of administrative expensesincurred and paid by the Plan is charged to participant accounts. Expense allocations arebased on participant earnings or account balances, as defined. Participant withdrawals anddistributions are limited to the participant's total vested account balance. Participants canelect to havetheiraccounts invested in anyof the Plan's investment options.

Vesting Benefits and Forfeitures

Participants are 100% vested in theirown contributions plus earnings thereon. Vesting in theCompany's basic, matching and discretionary contribution portion of their accounts, plusactual earnings thereon, is as follows:

Years of Service Vesting %Less than 1 0

1 33

2 66

3 or more 100

Forfeited non-vested Company basic, matching and discretionary contributions may be usedto reduce future Companycontributions, to pay Plan expenses or to reinstate account balancesfor rehired employees in accordance with the terms of the Plan. During the years endedDecember 31, 2016 and 2015, forfeitures of approximately $845,000 and $1,032,000,respectively, were used to offset contributions. There were no forfeitures used to offset Planexpenses for the years ended December 31, 2016 and 2015.



Note 1 - Description of Plan (continued)Forfeited non-vested Company basic, matching and discretionary contributions available atDecember 31,2016 and 2015 were approximately $37,000 and $374,000, respectively.

Notes Receivable from ParticipantsNotes receivable from participants are measured at their unpaid principal balance plus anyaccrued but unpaid interest. Underthe terms of the Plan, participants may borrowa minimumof $1,000 up to a maximum equal to the lesser of 50% of their vested account balance or$50,000 as determined in accordance with the Plan. Loan terms range from one to five years;however, terms may be up to fifteen years for the purchase of a primary residence. The loansare secured by 50% of the participants' account balance. As of December 31,2016 and 2015,the outstanding loans' interest rates range from 4.25% to 9.25%. Rates are commensuratewith market rates for similar loans at issue date. Principal and interest are paid ratablythrough payroll deductions. Delinquent notes receivable from participants are reclassified asdistributions based upon the terms of the Plan agreement.

Payment of Benefits

Participants shall be entitled to receive the vested interest in their accounts on retirement(normal or late, as determined under the Plan), death or separation from service. Distributionshall be made in a single lump sum payment in cash or property allocated to the participants'accounts. In addition, participants may receive pre-retirement distributions of the vestedinterest in their accounts at age 59/2.

Note 2 - Summary of Significant Accounting Policies

Basis of AccountingThe Plan's financial statements are prepared on the accrual basis of accounting in accordancewith accounting principles generally accepted in the United States of America ("U.S.GAAP").

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilitiesand changes therein, and when applicable, disclosure of contingentassets and liabilities at thedate of the financial statements. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

The Plan's investments are reported at fair value. Fair value is the price that would bereceived to sell an asset or paid to transfer a liability in an orderlytransaction between marketparticipants at the measurement date. See Note 3 for discussion of fair value measurements.Purchases and sales of securities are recorded on a trade-date basis. Interest income isrecorded on the accrual basis. Dividends are recorded on the ex-dividend date. Netappreciation (depreciation) in value of investments includes the Plan's gains and losses oninvestments boughtand sold as well as held during the year.

Payment of Benefits

Benefits are recorded when paid.

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December 31, 2016 and 2015

Note 2 - Summary of Significant Accounting Policies (continued)

Administrative ExpensesThe Plan's administrative expenses, such as bookkeeping, legal, and audit fees, as well asother reasonable expenses as permitted by the Plan document, collectively known as Planexpenses, are paid by the Plan and the Company.

The Company's service agreement with Schwab Retirement Plan Services, Inc. ("Schwab"),the Plan's recordkeeper, reflects a minimum basis point requirement whereby, should therecordkeeper fees charged by Schwab on an annual basis exceed a minimum required basispoint amount, as defined in the service agreement, Schwab will credit the excess amount tothe Plan in the form of a Reduction in Compensation Account ("ERISA account"). Thebalance plus earnings in the ERISA account can be used to pay Plan expenses, as directed bythe Company, or it can be credited to Plan participants. The ERISA account balances as ofDecember 31, 2016 and 2015 were approximately $141,000 and $253,000,respectively. Amounts credited as an excess amount to the ERISA account wereapproximately $470,000 and $430,000 for the years ended December 31, 2016 and 2015,respectively, and are recorded as a component of net (depreciation)/appreciation in fair valueof investments in the Statement of Changes in Net Assets Available for Benefits. The totalamounts paid out of the ERISA account for payment of recordkeeping and other fees in 2016and 2015 were approximately $31,000 and $66,000, respectively. During the years endedDecember 31, 2016 and 2015, approximately $551,000 and $459,000 respectively, wascredited to eligible participant accounts from the ERISA account, as approved by theRetirement Committee.

Note 3 - Fair Value Measurements

FASB's Accounting Standards Codification Topic 820 "Fair Value Measurements andDisclosures" (ASC 820), established a framework for measuring fair value. The frameworkprovides a fair value hierarchy that prioritizes the inputs to valuation techniques used tomeasure fair value in order to maximize the use of observable inputs and minimize the use ofunobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices inactive markets for identical assets or liabilities (Level 1 measurements), and the lowestpriority to unobservable inputs (Level 3 measurements). The three levels of measurements aredescribed as follows:

Level 1 - Inputs to the valuation methodology are unadjusted quoted prices inactive markets for identical assets or liabilities that the Plan has the ability to accessat the measurement date.

Level 2 - Inputs to the valuation methodology include (1) quoted prices in activemarkets for similar assets or liabilities; (2) quoted prices in inactive markets foridentical or similar assets or liabilities; (3) inputs other than quoted prices that areobservable for the assets or liabilities; or (4) inputs that are derived principally fromor corroborated by observable market data by correlation or other means. If theasset or liability has a specified (contractual) term, the Level 2 input must beobservable for substantially the full term ofthe asset or liability.

Level 3 - Inputs to the valuation methodology are unobservable and significant tothe fair value measurement.

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Note 3 - Fair Value Measurements (continued)

The asset's or liability's fair value measurement level within the fair value hierarchy is basedon the lowest level of any input that is significant to the fair value measurement. Valuationtechniques used need to maximize the use of observable inputs and minimize the use ofunobservable inputs. The following describe the valuation methods used for investmentassets measured at fair value.

Common stock - Valued at the closing price reported on the active market on whichthe individual securities are traded.

Mutualfunds - Valued at the daily closing price as reported by the fund. Mutualfunds held by the Plan are open-ended mutual funds that are registered with theSecurities and Exchange Commission. These funds are required to publish theirdaily net asset value ("NAV") and to transact at that price. The mutual funds heldby the Plan are deemed to be actively traded.

Money marketfunds - Valued at face value, which approximates fair value.

Common/collective trust funds - Valued at the NAV of units of a bank collectivetrust. The NAV, as provided by the trustee, is used as a practical expedient toestimate fair value. The NAV is based on the fair value of the underlyinginvestments held by the fund less its liabilities. This practical expedient is not usedwhen it is determined to be probable that the Plan will sell the investment for anamount different than the reported NAV. Participant transactions (purchases andsales) may occur daily.

The preceding methods described may produce a fair value calculation that may not beindicative of net realizable value or reflective of future fair values. Furthermore, the Planbelieves its valuation methods are appropriate and consistent with other market participants;however, the use of different valuation methods and assumptions could result in a differentfair value measurement for certain financial instruments at the reporting date. There havebeen no changes in the methodologies used at December 31,2016 and 2015.

NOVO NORDISK INC. 401(k) SAVINGS PLANNotes to Financial StatementsDecember 31, 2016 and 2015


• The following table presents the Plan's investment assets measured at fair value asof:

December 31.2016

Mutual funds

Common stock

Money market funds

Total investment assets in the fair value hierarchy

Investments measured at net asset value1

Total investment assets at fair value

December 31.2015

Mutual funds

Common stock

Money market funds

Total investment assets in the fair value hierarchy

Investments measured at net asset value'

Total investment assets at fair value

Level 1

$ 614,842,954 $185,388,09349,086,320

849,317,367

Total

614,842,954185,388,09349,086,320

849,317,367

227,653,467

$ 849,317,367 $ 1,076,970,834

Level 1

$ 549,890,888 $328,054,24747,852,386

925,797,521

Total

549,890,888

328,054,24747,852,386

925,797,521

197,460,618

$ 925,797,521 $ 1,123,258,139

1. In accordance with FASB ASC 820-10, certain investments that are measured at fair value using the net asset value pershare (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amountspresented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in thestatements of net assets available for benefits.

The Plan did not have any investments in Level 2 or 3 as of December 31, 2016 and 2015.

Changes in Fair Value Levels

The availabilityof observable market data is monitored to assess the appropriate classificationof financial instruments within the fair value hierarchy. Changes in economic conditions ormodel-based valuation techniques may require the transfer of financial instruments from onefair value level to another. In such instances, the transfer is reported at the beginning of thereporting period.

For the years ended December 31, 2016 and 2015, there were no transfers in or out of Levels1,2 or 3.

NOVO NORDISK INC. 401(k) SAVINGS PLANNotes to Financial StatementsDecember 31,2016 and 2015


Net Asset Value f"NAV") per ShareThe following table summarizes investments for which fair value is measured using the netasset value per share practical expedient as of December 31,2016 and 2015, respectively.

As ofDecember 31.2016:

Common/Collective

Trust Funds'

AsofDecember31.2015:

Common/Collective

Trust Funds'

Fair Value

Unfunded

Commitments

RedemptionFrequency

Other

RedemptionRestrictions

RedemptionNotice Period

$227,653,467 None Immediate None See Below

$197,460,618 None Immediate None See Below

1. The common/collective trust funds consist of investments in the Schwab Managed Retirement Trust ("SMRT) Funds.These funds (with the exception of the SMRT Fund Income) are designed to be a comprehensive investment option andseek to provide total return for investors retiring approximately at or near the target retirement date in the respective fundname, i.e., SMRT Fund 2010,2015,2020, 2025, etc. SMRT Fund Income seeks to provide return for investors near or inretirement.

The assets in the SMRT Funds are diversified across a variety of asset classes including, but not limited to, large capequities, mid cap equities, international equities, fixed income, global real estate (REITs), commodities, intermediate-term bond, short-term bond, cash equivalents and inflation-protected bond (U.S. TIPS). Assets are allocated to acombination of underlying Schwab Institutional Trust Funds and non-proprietary unitized accounts and collective trustand mutual funds.

The SMRT Funds are valued each business day at their Net Asset Values that are calculated daily by Charles SchwabBank, the trustee and the investment sponsor of the fund. The values of SMRT Funds will fluctuate up to and after thetarget retirement dates.

Per the Declaration of Trust, there is a 30-day notice requirement for a complete liquidation of a plan from a fund.

Redemption RestrictionsCertain mutual funds impose a trading policy including the right to put a trade block on theaccount to restrict purchasing back into the funds for 28 days, 30 days or 60 days. Therestrictions are used to discourage short term or excessive trading including market timingactivity; however, these trading policies do not affect shareholders' rightsto redeem shares ofthe mutual funds.

Note 4 - Income Tax Status

The Plan, as amended and restated effective as of January 1, 2012, received a favorable taxdetermination letter from the IRS dated March 15, 2013, replacing the prior favorabledetermination letter dated January 15,2009, which provides that the Plan and the related trustqualify under the provisions of Section 401(a) of the Code and therefore, are exempt fromfederal income taxes under the provisions of Section 501(a) of the Code. The Plan has beenamended since receiving the tax determination letter. The Plan administrator believes that thePlan continues to be designed and operated in compliance with the applicable requirements ofthe Code and, therefore, is exempt from federal income taxes under the provisions of theCode.

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Note 4 - Income Tax Status (continued)

U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan andrecognize a tax liability if the Plan has taken an uncertain position that more likely than notwould not be sustained upon examination by a government authority. The Plan administratorbelieves the Plan has not taken nor is expected to take any uncertain positions that wouldrequire recognition of a liability or disclosure in the Plan's financial statements as ofDecember 31,2016 and 2015. The Plan is subject to routine audits by taxingauthorities.

On or about March 10, 2016, the Plan received a request from Novo Nordisk A/S (the"Issuer") to comply with an audit request by the Danish Tax Authority ("SKAT") to provideto SKAT documentation to support the Plan's claim for a withholding tax exemption relatedto the dividends received by the Plan, amounting to approximately $4,064,406, from theIssuer for the 6,132,931 shares of NNAS ADR's held in the Plan on March 23, 2015, therecord date. The Company submitted the required documentation to SKAT during 2016 andreceived confirmation in February 2017 that the audit has been completed with noadjustments.

Commencing with the Plan's 2016 year, SKAT also changed its process for organizationsexempt from these withholding taxes to apply for a refund. Under the new procedureadditional information needs to be provided to SKAT with the refund application. During theyear ended December 31, 2016, Novo Nordisk A/S paid $2,142,615 of withholding taxes toSKAT for dividends declared relating to shares of Novo Nordisk A/S shares held by the Plan,which is a U.S. entity exempt from such withholding tax. The Plan is currently in the processof filing for a refund of this withholding tax with SKAT. The Plan has recorded the$2,142,615 as dividend income during the year ended December 31, 2016 in the statement ofchanges in net assets available for benefits with a corresponding dividend receivable in thestatement ofnet assets available for benefits.

Note 5 - Related Party and Partv-in-Interest Transactions

Certain Plan investments are managed by Charles Schwab Trust Company ("CharlesSchwab"), a division of Charles Schwab Bank, who is the trustee and custodian as defined bythe Plan, and therefore, these transactions qualify as party-in-interest transactions. As ofDecember 31,2016 and 2015, the total fair value of investments managed and heldby CharlesSchwab amounted to $405,707,289 and $357,047,616, respectively. Fees paid by the Plan toCharles Schwab for Plan expenses amounted to $119,291 and $110,470 for the years endedDecember31, 2016 and 2015, respectively. Schwab Retirement Plan Services is therecordkeeper of the Plan. Furthermore, Schwab Retirement Plan Services and CharlesSchwab Bank areaffiliated companies underCharles Schwab & Co.

Novo Nordisk Inc. is the Plan sponsor and the Plan administrator. Novo Nordisk A/S is also aparty-in-interest to the Plan under the definition provided in Section 3(14) of ERISA.Therefore, Novo Nordisk A/S common stock transactions qualify as party-in-interesttransactions. As of December 31, 2016 and 2015, the fair value of investments in NovoNordisk A/S common stock was $185,388,093 and $328,054,247, respectively.

11



Note 6 - Risks and Uncertainties

The Plan provides for various investment options in a combination of diversified fundsincluding Company stock. Investments are exposed to various risks, such as interest rate,market and credit risks. Due to the level of risk associated with certain investments and thelevel of uncertainty related to changes in the value of investments, it is at least reasonablypossible that changes in risks in thenear term would materially affectthe participants' accountbalances and the amounts reported in the statement of net assets available for benefits and thestatement of changes in net assets available for benefits. Volatility in the financial marketsmay significantly impact the subsequent valuation of the Plan's investments. Accordingly, thevaluation of investments reported at December 31, 2016 and 2015 may not necessarily beindicative ofamounts thatcould be realized in a current market exchange.

Note 7 - Mutual Fund Fees

Investments in mutual funds are subject to sales charges in the form of front-end loads, back-end loads or 12b-l fees. 12b-l fees are allowable under Section 12b-l of the InvestmentCompany Act of 1940. Those fees may be deducted annually to pay marketing anddistribution costs of mutual funds. These fees are deducted prior to the allocation of thePlan's investment earnings activity and thusnot separately identifiable as an expense.

Note 8 - Plan Termination

Although no intention to do so has been expressed, the Company has the right under the Planto discontinue contributions at any time and to terminate the Plan subject to the provisions ofERISA. Upon full or partial termination of the Plan, unvested funds in the affectedparticipants' accounts shall become 100% vested and shall not thereafter be subject toforfeiture.

Note 9 - Delinquent Participant ContributionsThe Company has reported on Form 5330, late participant contributions (including participantloan repayments) of $229,769 and $77 for the years ended December 31, 2016 and 2015,respectively. Lost earnings of $133 related to late participant contributions of $229,769 forthe year ended December 31, 2016, was corrected and funded by December 2016, andaccordingly is disclosed on Form 5330 for the yearended December 31,2016.

12-



Note 10 - Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financialstatements at December 31, 2016 and 2015, to Form 5500:

2016 2015

Net assets available for benefits per the financial statements $ 1,101,725,795 $ 1,146,824,523Less: Amounts allocated to withdrawing participants

Cash 146,019 182,794Receivable forsecurities sold 12,968 2,136,126

158,987~ 2,318,920"

Net assets available for benefits per the Form 5500 $ 1,101,566,808 $ 1,144,505,603

The following is a reconciliation of benefits paid to participants perthe financial statementsfor the year ended December 31, 2016, to Form 5500:

Benefits paid to participants per the financial statements $ 99,269,319

Add: Amounts allocated to withdrawing participants at 158,987December 31, 2016

Less: Amounts allocated to withdrawing participants atDecember 31, 2015 (2,318,920)

Benefits paid to participants per Form 5500 $ 97,109,386

The following is a reconciliation of benefits paid to participants perthe financial statementsfor the year ended December 31, 2015, to Form 5500:

Benefits paid to participants per the financial statements $ 78,271,037

Add: Amounts allocated to withdrawing participants atDecember 31, 2015 2,318,920

Benefits paid to participants per Form 5500 $ 80,589,957

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefitclaims that have been processed and approved for payment prior to year-end, but not yet paidas of that date.

Note 11 - Subsequent Events

The Plan was amended effective January 1, 2017, whereby each participant who iscontributing less than a total of 10% of compensation with employee savings and employeeafter-tax Roth 401 (k) contributions (excluding all employee after-tax and catch-upcontributions) shall automatically have their employee savings contributions increased by 1%on each April 1.

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NOVO NORDISK INC. 401(k) SAVINGS PLANNotes to Financial StatementsDecember 31,2016 and 2015

Note 11 - Subsequent Events (continued)The Plan was also amended effective April 1, 2017 whereby participants may not direct morethan twenty percent of their future contributions into Novo Nordisk A/S common stock.Participants whose balance is in excess of twenty percent will not be permitted to transferexisting balances, including rollover contributions, into Novo Nordisk A/S common stock norwill participants be able to retain a percentage greater than twenty percent when initiatingaccount rebalances.

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NOVO NORDISK INC. 401(k) SAVINGS PLANPlan #001

Employer ID #06-1061602Schedule H, Line 4i

Schedule of Assets(Held at End of Year)December 31, 2016

Identity of Issuer. Borrower. Lessor or SimilarParty

Schwab S&P 500 Index Fund

T. Rowe Price Blue ChipSchwab Managed Ret 2040 CL IIIColumbia Mid Cap Index ZColumbia Dividend Income CLZ

Europacific Growth R6Schwab Managed Ret 2030 CL IIIDel Small Cap Val AWells Fargo Core Bond InstSchwab Managed Ret 2050 CL IIIFranklin U.S. Govt Securities Adv

Vanguard Total Int'l Stk Idx ADMDFA Intl. Small CompanyVanguard Total Bnd Mkt Idx ADMColumbia Small Cap Index ZSchwab Managed Ret 2020 CL IIISchwab Managed Ret 2035 CL IIISchwab Managed Ret 2025 CL IIISchwab Managed Ret 2045 CL IIIAmerican Beacon SMCP Grth Instl

Schwab Managed Ret Income IIISchwab Managed Ret 2015 CL IIISchwab Managed Ret 2010 CL IIISchwab U.S. TreasurySchwab Ret Govmnt Money FundNovo Nordisk A/S

Notes receivable from participants

Description of Investment Cost

Mutual Fund

Mutual Fund

Common collective trust fund

Mutual Fund

Mutual Fund

Mutual Fund


Mutual Fund

Mutual Fund


Mutual Fund

Mutual Fund

Mutual Fund

Mutual Fund

Mutual Fund





Mutual Fund




Money Market FundMoney Market FundCommon Stock

Cost Fair Value

** $ 128,967,501** 89,958,628** 83,379,891** 67,997,163** 63,370,044** 44,258,811** 53,161,890** 45,398,765** 29,641,984** 34,159,691** 27,865,066** 27,046,119** 24,541,556** 26,883,518** 31,169,831** 16,879,917** 14,691,176** 10,196,880** 10,497,057** 7,743,968** 1,929,718** 1,542,985** 1,214,262** 88,336** 48,997,984** 185,388,093

1,076,970,834

20,303,550

$ 1,097,274,384

Loan (4.25% - 9.25% andmaturities through 2031)

* Party-in-interest, as defined by ERISA** Cost information not required for participant-directed investments

-15

NOVO NORDISK INC. 401(k) SAVINGS PLANPlan #001

Employer ID #06-1061602Schedule H, Line 4a

Scheduleof Delinquent Participant ContributionsFor the Year Ended December 31,2016

Total that Constitute Nonexemot Prohibited

Transactions

ParticipantContributions

Transferred Late to Plan

Contributions

Not

Corrected

Contributions

Corrected

Outside VFCP

Contributions

PendingCorrection

in VFCP

Total FullyCorrected Under

VFCP and PTE

2002-51

(x) $0 $229,769 (a) $0 $0

(x) Lateparticipant loanrepayments are included in the lateparticipant contributions.(a) Amount relatedto lateparticipant contributions for theyearendedDecember 31, 2016,whichwascorrected in 2016

16

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement ofNovo Nordisk A/S on FormS-8 (No. 333-83724) ofour report dated June 19, 2017 on our audits ofthe financial statements of theNovo Nordisk Inc. 401 (k) Savings Plan as of December 31, 2016 and 2015, and for each of the yearsthen ended, and of the supplemental schedules of the Novo Nordisk Inc. 401 (k) Savings Plan as ofDecember 31, 2016 and for the year ended December 31, 2016, which report is included in this AnnualReport on Form 11-K to be filed on or aboutJune 19,2017.

Zm^&^llP/s/EISNERAMPERLLP

Iselin, New JerseyJune 19, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the RetirementCommittee has duly caused this annual report to be signed by the undersigned thereuntoduly authorized.

Dated: June 19,2017

Novo Nordisk Inc.

Novo Nordisk Inc. 401 (k) Savings Plan

By: CSl

iMM

Lars Green

Senior Vice President of Finance & Operations

new form 11-k ju^2820i7 · 2017. 7. 21. · novo nordisk inc. 401(k) savings plan...

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